Exhibit 31.2


                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
            PURSUANT TO 15 U.S.C. SECTION 10A, AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, William R. Donaldson, certify that:


1. I have reviewed this quarterly report on Form 10-QSB of Interactive
Motorsports and Entertainment Corp.;


2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;


3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as
of, and for, the periods presented in this report;


4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our supervision,
      to ensure that material information relating to the registrant, including
      its consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;

(b)   [Omitted in accordance with SEC Release Nos. 33-8238 and 34-47986]

(c)   Evaluated the effectiveness of the Registrant's disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the Registrant's internal control
      over financial reporting that occurred during the Registrant's most recent
      fiscal quarter that has materially affected, or is reasonably likely to
      materially affect, the Registrant's internal control over financial
      reporting; and

5. The Registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
Registrant's auditors and the audit committee of the Registrant's board of
directors:

(a)   All significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Registrant's ability to record,
      process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other
      employees who have a significant role in the Registrant's internal control
      over financial reporting.

November 15, 2004                         /s/ William R. Donaldson
                                          William R. Donaldson
                                          Chief Financial Officer and Treasurer
                                          (Principal Financial Officer)